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Exhibit 10.55(b)
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT is made and entered into as of the
Effective Date provided in Section 2, by and between REPUBLIC AIRWAYS HOLDINGS
INC. (hereinafter referred to as the "Company"), a Delaware corporation, and
Robert Cooper (hereinafter referred to as the "Executive").
R E C I T A L S
WHEREAS, the Executive is party to an Employment Agreement dated as of
July 16, 1999 with Chautauqua Airlines, Inc. ("CAI"), a subsidiary of the
Company (the "Prior Agreement"); and
WHEREAS, subject to the successful completion of the IPO as provided in
Section 2 hereof, the Company and the Executive desire to amend certain
provisions of the Prior Agreement and to enter into this Amended and Restated
Employment Agreement,
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
hereinafter set forth, and intending to be legally bound, the parties hereto
agree as follows:
1. EMPLOYMENT. Subject to the satisfaction of the conditions set forth in
this Section 2, the Company agrees to employ the Executive, and the Executive
agrees to render his services to the Company, as its Executive Vice President,
Chief Financial Officer, Treasurer and Secretary, during the Term (as defined
below). In connection with his employment the Executive shall serve without
additional payment or compensation of any kind as an officer of CAI and of other
direct or indirect subsidiary or affiliate of the Company designated by the
Board of Directors of the Company (collectively, with CAI, the "Subsidiaries").
The Executive shall render his services at the direction of the President and
the Board of Directors of the Company at the Company's offices in Indianapolis,
Indiana. The Executive agrees to use his best efforts to promote and further the
business, reputation and good name of the Company and the Subsidiaries
(collectively, the "Company Group") and the Executive shall promptly and
faithfully comply with all instructions, directions, requests, rules and
regulations made or issued from time to time by the Company.
2. INITIAL PUBLIC OFFERING. The effectiveness of this Amended and Restated
Employment Agreement is expressly conditioned upon and subject to the successful
completion on or before September 30, 2002 of an initial public offering by the
Company of shares of its common stock (an "IPO"). The Effective Date of this
Amended and Restated Employment Agreement shall be the effective date of the
IPO. In the event the Company does not successfully complete an IPO on or before
September 30, 2002, this Amended and Restated Employment Agreement shall be null
and void and shall have no force or effect and the Prior Agreement shall
continue according to its terms.
3. TERM. The term of employment pursuant to this Agreement (the "Term")
shall continue until July 31, 2005; provided that either party may terminate
this Agreement by providing the other with 30 days prior written notice of such
termination. Notwithstanding the foregoing, this Agreement may be terminated by
the Company or by the Executive in the event that "Cause" for such termination
exists as provided in Section 8 below. In the event (i) the
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Company terminates this Agreement or the Executive's employment other than for
Cause, or (ii) the Executive terminates this Agreement or the Executive's
employment for Cause, the Company shall pay the Executive Severance Compensation
as provided in Section 4(c) hereof. In the event the Company terminates this
Agreement or the Executive's employment for Cause, or in the event the Executive
terminates this Agreement or his employment other than for Cause, the Executive
shall not be entitled to any Severance Compensation or other compensation of any
kind following the effective date of such termination.
4. COMPENSATION. As full and complete compensation for all the Executive's
services hereunder, the Company shall pay the Executive the compensation
described below.
(a) CASH COMPENSATION.
(i) During the Term, the Company shall pay the Executive an annual
base salary of $175,000 ("Base Salary"). The Board of Directors shall
review the Executive's Base Salary each year and shall have the right in
its discretion to increase such Base Salary. In the event this Agreement
is terminated prior to the expiration of the Term, the Company shall pay
to the Executive, in addition to any Severance Compensation payable under
Section 4(c), any accrued but unpaid Base Salary through the termination
date.
(ii) In addition to the Base Salary, during the Term, the Company shall
pay to the Executive an annual deferred compensation payment (a "Deferred
Compensation Payment") in the amount of $70,000. The Deferred Compensation
Payment shall be paid each year during the Term at the end of the calendar
year and shall be prorated for the 2005 calendar year for the period from
January 1, 2005 through the end of the Term. In the event this Agreement
or the Executive's employment is terminated, the Executive shall not be
entitled to any Deferred Compensation Payment for such year or any
subsequent period.
(iii) In addition to the Base Salary and Deferred Compensation Payment,
during the Term, the Company may pay to the Executive an annual bonus (a
"Bonus") in an amount, if any, as the Board of Directors of the Company
shall determine in its discretion. The Bonus, if any, may be paid each
year during the Term at the end of the calendar year and may be prorated
for the 2005 calendar year for the period from January 1, 2005 through the
end of the Term. In the event this Agreement or the Executive's employment
is terminated, the Executive shall not be entitled to any Bonus
Compensation for such year or any subsequent period.
(b) EQUITY COMPENSATION.
(i) On the Effective Date of this Agreement, the Company shall issue to
the Executive pursuant to the Republic Airways Holdings Inc. 2002 Equity
Incentive Plan (the "Plan"), as compensation and without cost to the
Executive, options (the "New Options") to purchase [105,600 - based on an]
assumed 20MM shares outstanding after to the IPO, otherwise subject to
ratable adjustment] shares of the Company's Common Stock, par value $.001
per share (the "Common Stock"). The New Options shall be in addition to
the options to purchase Common Stock previously granted to the Executive.
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The New Options shall have an exercise price per share that is equivalent
to 110% of the price at which shares of Common Stock are offered to the
public in the IPO. The New Options shall vest and become immediately
exercisable as to 1/24 of the shares subject to the New Options on the
last day of each month beginning in August 2003, subject to termination as
provided in the Plan. The terms and conditions of the New Options shall be
governed in all respects by the Plan, and in the event of any conflict or
inconsistency between the terms of this Section 3(b) and the Plan, the
terms of the Plan shall control.
(ii) The vesting of any options to purchase stock of the Company
previously granted to the Executive under the terms of the Prior Agreement
or any agreement entered into contemporaneously with the Prior Agreement
shall be governed by the terms of such agreement notwithstanding that
other terms and provisions of such agreement are superseded by this
Amended & Restated Employment Agreement.
(c) SEVERANCE COMPENSATION. In the event (i) the Company terminates this
Agreement or the Executive's employment with the Company other than for Cause,
or (ii) the Executive terminates this Agreement or his employment with the
Company for Cause, the Company shall pay to the Executive as Severance
Compensation $175,000, provided that in the event the remainder of the Term is
less than 12 months, such Severance Compensation shall be prorated for the
remainder of the Term. For example, if the Company terminates this Agreement
other than for Cause with 4 months remaining in the Term, the Company shall pay
the Executive Severance Compensation of $58,333. The Executive shall also
receive as Severance Compensation (i) subject to the next following sentence, an
immediate vesting of those New Options that would have vested during the 12
months after such termination, or such lesser period through the end of the
Term, if the Executive's employment had not been terminated, and (ii)
continuation of medical benefits for the lesser of 12 months or the remainder of
the Term. Notwithstanding the foregoing, in the event the Executive terminates
this Agreement or his employment for Cause as a result of a Change of Control
(as defined herein), all unvested New Options shall immediately vest.
5. NO OTHER COMPENSATION. Except as otherwise expressly provided herein,
or in any other written document executed by the Company and the Executive, no
other compensation or other consideration shall become due or payable to the
Executive on account of the services rendered to the Company Group. The Company
shall have the right to deduct and withhold from the compensation payable to the
Executive hereunder any amounts required to be deducted and withheld under the
provisions of any statute, regulation, ordinance, order or any other amendment
thereto, heretofore or hereafter enacted, requiring the withholding or deduction
of compensation.
6. MEDICAL & 401K BENEFITS. The Company agrees that the Executive shall be
entitled to participate in any retirement, 401K, disability, medical, pension,
profit sharing, group insurance, or any other plan or arrangement, or in any
other benefits now or hereafter generally available to executives of the
Company, in each case to the extent that the Executive shall be eligible under
the general provisions thereof.
7. VACATION. The Executive shall be entitled to take three weeks of paid
vacation which shall accrue monthly during each 12 months of the Executive's
employment hereunder,
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and which vacation shall be taken on dates to be selected by mutual agreement of
the Company and the Executive.
8. TERMINATION FOR CAUSE.
(a) TERMINATION FOR CAUSE BY THE COMPANY. The Company, by written notice to the
Executive, may immediately terminate this Agreement and the Executive's
employment hereunder for Cause. As used herein, a termination by the Company
"for Cause" shall mean that the Executive has (i) willfully or materially
refused to perform a material part of his duties hereunder, (ii) materially
breached the provisions of Sections 9, 10 or 11 hereof, (iii) acted fraudulently
or dishonestly in his relations with the Company, (iv) committed larceny,
embezzlement, conversion or any other act involving the misappropriation of
Company funds or assets in the course of his employment, or (v) been indicted or
convicted of any felony or other crime involving an act of moral turpitude.
(b) TERMINATION FOR CAUSE BY THE EXECUTIVE. The Executive, by 20 business days
prior written notice to the Company, may terminate this Agreement and his
employment hereunder for Cause, provided that the Company shall have the right
to cure such Cause within such 20 business day period. As used herein, a
termination by the Executive "for Cause" shall mean that (i) the Company has
materially diminished the duties and responsibilities of the Executive with
respect to the Company, (ii) the Company has required the Executive to relocate
his residence from Indianapolis to another location without the consent of the
Executive or (iii) a Change of Control has occurred. As used herein, a "Change
of Control" shall mean a transaction, other than a public or private offering of
Common Stock by the Company pursuant to which a shareholder other than Wexford
Capital LLC ("Wexford") and its Affiliates acquires majority voting control of
the Company.
9. CONFIDENTIAL INFORMATION. The Executive recognizes and acknowledges
that he shall receive in the course of his employment hereunder certain
confidential information and trade secrets concerning the Company Group's
business and affairs which may be of great value to the Company Group. The
Executive therefore agrees that he will not disclose any such information
relating to the Company Group, the Company Group's personnel or their operations
other than in the ordinary course of business or in any way use such information
in any manner, which could adversely affect the Company Group's business. For
purposes of this Agreement, the terms "trade secrets" and "confidential
information" shall include any and all information concerning the business and
affairs of the Company Group and any division or other affiliate of the Company
Group that is not generally available to the public.
10. NON-COMPETITION. The Executive agrees that without the prior written
consent of the Board of Directors during the Term and for a period of 12 months
following the termination or expiration of this Agreement, he will not
participate as an advisor, partner, joint venturer, investor, lender, consultant
or in any other capacity in any business transaction or proposed business
transaction (a) with respect to which the Executive had a material personal
involvement on behalf of the Company Group during the last 12 months of his
employment with the Company, or (b) that could reasonably be expected to compete
with the Company Group's business or operations or proposed or contemplated
business or transactions of the Company Group that are (I) known by the
Executive as of the date of such termination or expiration, and
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(II) contemplated by the Company Group to proceed during the 12 month period
following such termination or expiration. For these purposes, the mere ownership
by the Executive of securities of a public company not in excess of 2% of any
class of such securities shall not be considered to be competition with the
Company Group.
11. NON-SOLICITATION. The Executive agrees that during the Term, and for a
period of 12 months following the termination or expiration of this Agreement,
he shall not, without the prior written consent of the Company, directly or
indirectly, employ or retain, or have or cause any other person or entity to
employ or retain, any person who was employed by the Company Group or any of its
divisions or affiliates while the Executive was employed by the Company.
12. BREACH OF THIS AGREEMENT. If the Executive commits a breach, or
threatens to commit a breach, of any of the provisions of Sections 9, 10 or 11
of this Agreement, then the Company shall have the right and remedy to have
those provisions specifically enforced by any court having equity jurisdiction,
it being acknowledged and agreed by the Executive that the rights and privileges
of the Company granted in Sections 9, 10 and 11 are of a special, unique and
extraordinary character and any such breach or threatened breach will cause
great and irreparable injury to the Company and that money damages will not
provide an adequate remedy to the Company.
13. NOTICES. All notices and other communications required or permitted
hereunder shall be in writing (including facsimile, telegraphic, telex or cable
communication) and shall be deemed to have been duly given when delivered by
hand or mailed, certified or registered mail, return receipt requested and
postage prepaid:
If to the Company: Republic Airways Holdings Inc.
2500 South High School Road
Suite 160
Indianapolis, IN 46421
Attention: Bryan K. Bedford, President
If to the Executive: Robert Cooper
2423 Winfield Dr.
Carmel, IN 46032
14. APPLICABLE LAW. This Agreement was negotiated and entered into within
the State of Indiana. All matters pertaining to this Agreement shall be governed
by the laws of the State of Indiana applicable to contracts made and to be
performed wholly therein. Nothing in this Agreement shall be construed to
require the commission of any act contrary to law, and wherever there is any
conflict between any provision of this Agreement and any material present or
future statute, law, governmental regulation or ordinance as a result of which
the parties have no legal right to contract or perform, the latter shall
prevail, but in such event the provision(s) of this Agreement affected shall be
curtailed and limited only to the extent necessary to bring it or them within
the legal requirements.
15. ENTIRE AGREEMENT; MODIFICATION; CONSENTS AND WAIVERS. This Agreement
contains the entire agreement of the parties with respect to the subject matter
hereof and
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supersedes any and all prior agreements or understandings, written or oral,
between the parties with respect to the subject matter hereof. No
interpretation, change, termination or waiver of or extension of time for
performance under any provision of this Agreement shall be binding upon any
party unless in writing and signed by the party intended to be bound thereby.
Except as otherwise provided in this Agreement, no waiver of or other failure to
exercise any right under or default or extension of time for performance under
any provision or this Agreement shall affect the right of any party to exercise
any subsequent right under or otherwise enforce said provision or any other
provision hereof or to exercise any right or remedy in the event of any other
default, whether or not similar.
16. SEVERABILITY. The parties acknowledge that, in their view, the terms
of this Agreement are fair and reasonable as of the date signed by them,
including as to the scope and duration of post-termination activities.
Accordingly, if any one or more of the provisions contained in this Agreement
shall for any reason, whether by application of existing law or law which may
develop after the date of this Agreement, be determined by an arbitrator or
court of competent jurisdiction to be excessively broad as to scope of activity,
duration or territory, or otherwise unenforceable, the parties hereby jointly
request such court to construe any such provision by limiting or reducing it so
as to be enforceable to the maximum extent in favor of the Company compatible
with then-applicable law. If any one or more of the terms, provisions, covenants
or restrictions of this Agreement shall nonetheless be determined by an
arbitrator or court of competent jurisdiction to be invalid, void or
unenforceable, then the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
17. ASSIGNMENT. The Company may, at its election, assign this Agreement or
any of its rights hereunder. This Agreement may not be assigned by the
Executive.
18. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
19. ARBITRATION. Each of the parties hereby irrevocably and
unconditionally consents to arbitrate any dispute arising out of or relating in
any manner to this Agreement or the employment relationship contemplated hereby
or the termination thereof, or any alleged breach of any term or provision of
this Agreement. Such arbitration shall be conducted in Indianapolis, Indiana by
a single arbitrator in accordance with the rules of the American Arbitration
Association then in effect. Judgement may be entered on the arbitrator's award
in any federal or state court in Indiana (and the parties expressly consent to
the jurisdiction of such court), or in any other court having jurisdiction. Each
of the Parties agrees that in any arbitration arising out of or relating to this
Agreement or the employment relationship contemplated hereby or the termination
thereof, or any alleged breach of any term or provision of this Agreement or in
any action to enter judgment on an award in such arbitration each party shall
bear its own fees and expenses.
20. SURVIVAL. The provisions of Sections 9 through 19 of this Agreement
shall survive any expiration or termination of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above written.
REPUBLIC AIRWAYS HOLDINGS INC.
By: /s/ JAY MAYMUDES
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Name:
Title:
ROBERT COOPER
/s/ ROBERT COOPER
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